Companies with additional liability. Joint stock company: types, characteristics

One of the organizational and legal forms, which until September 1, 2014 was provided for by the legislation of the Russian Federation (Civil Code of the Russian Federation, Art. 95) for commercial organizations. A company founded by one or more persons, authorized capital which is divided into shares of certain founding documents sizes; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company.

Additional Liability Company- a commercial organization with the number of participants not less than two and not more than fifty, the authorized capital of which is divided into shares of the sizes determined by the constituent documents.

Control. The supreme body is the general meeting of participants; Executive body - board or directorate and (or) director or general director. Control body audit committee or auditor.

Rights:- receive part of the profit, vote at the general meeting of participants; - receive information about the activities of the company; - withdraw from the company, regardless of the consent of other participants and receive a part of the value of the company's property, corresponding to the share in the authorized capital; - sell your share to other participants or third parties; - receive, upon liquidation of the company, a part of the property remaining after settlements with creditors.

Responsibilities: - contribute to the authorized capital; - take part in the management of the society; - do not disclose confidential information about the activities of the company.

Peculiarities. In general, companies with additional liability were subject to the provisions of the legislation of the Russian Federation on companies with limited liability except for the subsidiary liability provided for the participants of such a company, which they bore for the obligations of the company jointly and severally with all their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. Thus, for participants in companies with additional liability, no limitation of liability was provided for, which is granted to participants (shareholders) of other forms of business partnerships and companies.

A responsibility. The participants in such a company bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different distribution procedure is provided for by the constituent documents of the company. The rules of the Code of the Russian Federation on LLC are applied to an additional liability company.

Non-public joint stock company (NAO) (Closed joint stock company, CJSC)

This is a joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons.

ZAO Features. Its advantage is that the founders bear limited liability for the debts of the organization they created within the limits of the value of contributions made to the authorized capital. CJSC is today one of the most common organizational and legal forms of commercial organizations in the field of small and medium-sized businesses. The CJSC form often gives rise to dangerous misconceptions. Shareholders believe that they are reliably protected from unwanted partners entering their business, because the law says that a shareholder, before selling shares to a third party, must offer other shareholders to buy the securities alienated by him. Unfortunately, this requirement is easily circumvented. The rule is obligatory only in case of alienation for compensation, but if there is a donation or inheritance, then the specified norm does not apply.

Responsibilities. Before selling shares to a third party, a shareholder must offer other shareholders to buy the securities alienated by him. In the cases provided for by the law on joint-stock companies, a CJSC may be obliged to publish to the public an annual report, a balance sheet, and a profit and loss account.

Profit distribution. In a CJSC, shares are distributed only among a predetermined (closed) circle of persons (for example, only among its participants). If the participant is 1, then this should be reflected in the charter (clause 6, article 98 of the Civil Code of the Russian Federation). In a CJSC, the possibility of the appearance of new shareholders in the company cannot be completely ruled out. Before selling shares to a third party, a shareholder must offer other shareholders to buy the securities alienated by him. The number of participants in a CJSC must not exceed the number established by the law on joint-stock companies.

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Articles of association with additional liability

APPROVED
The decision of the meeting of founders
from "___" ___________20___
Protocol N_____

Chairman: ______/_________/

Secretary: _______/__________/

"______________________"

St. Petersburg

20__ year

1. General Provisions

1.1. Additional Liability Company "________________________________________________" (hereinafter referred to as the Company) is a legal entity - a commercial organization whose authorized capital is divided into shares of sizes determined by the constituent documents, created for profit.

1.2. The Company owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.

1.3. The Company has the right, in accordance with the procedure established by law, to open bank accounts in the territory Russian Federation and beyond. The company has a round seal containing its full company name in Russian and an indication of the location of the company. The Company has the right to have stamps and letterheads with its own company name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.

1.4. The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its members.

1.5. Participants have rights of obligation in relation to the Company provided for by law and the constituent documents of the Company.

1.6. Members of the Company jointly and severally bear subsidiary liability for the obligations of the Company with their property in the amount of five times the value of their contributions.

1.7. Full corporate name of the Company: Additional Liability Company "_____________________________________________".

Abbreviated company name of the Company: ODO "______________________________________"

1.8. Location of the Company: __________________________________________.

Postal address of the Company: _____________________________________________.*1.8)

1.9. Society acquires rights legal entity from the moment of its state registration.

2. Purpose and activities

2.1. The main purpose of the Company's activities is to make profit.

2.2. The main activities of the Company are:

- ___________________________;

- ___________________________.

2.3. The Company has the right to engage in other types of activities not prohibited by law.

2.4. If the law requires a special permit (license) to carry out a certain type of activity, the Company has the right to engage in this type of activity after obtaining a license.

2.5. In its activities, the Company is guided by the legislation and business practices.

3. Company property, accounting and reporting

3.1. The Company's property belongs to it by right of ownership and is formed from:

- contributions of participants to the authorized capital;

- products produced by the Company in the course of its activities;

- received income;

- other property acquired by the Company on other grounds permitted by law.

3.2. The property owned by the Company is recorded on its balance sheet in accordance with the rules accounting established by the legislation of the Russian Federation.

3.3. The financial year of the Company coincides with calendar year. The first fiscal year ends on "__"_______________20__.

3.4. The Company has the right to form various funds as part of its property. The procedure for the formation of funds, the amount of deductions and the procedure for deductions to funds, other issues related to the formation of the fund, are established by the General Meeting of Members of the Company.

3.5. The Company may combine part of its property with the property of other legal entities for the purpose of joint activities aimed at achieving the statutory goals.

3.6. The Company has the right to independently or jointly with other individuals and legal entities create business companies and Partnerships.

3.7. Subsidiaries and affiliates of the Company, which are legal entities, are not liable for the debts of the Company, and the Company is liable for obligations subsidiaries in cases and within the limits established by the legislation of the Russian Federation.

3.8. The Company has the right to create branches and representative offices, which are provided by the Company with fixed and working capital.

3.9. The company has the right once a year to decide on the distribution of its net profit between the members of the Society. The decision to determine the part of the company's profit to be distributed among the members of the company is made by the General Meeting of the members of the Company.

3.10. The part of the Company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the Company.

The date of payment is determined by the decision of the General Meeting of Members of the Company.

The Company is obliged to comply with the restrictions established by law on the distribution of the Company's profits among its participants and restrictions on the payment of the Company's profits to its participants.

3.11. The Company records the results of work, maintains operational, accounting and statistical records in accordance with the standards in force in the Russian Federation.

3.12. Organization of document flow in the Company is carried out by the Director.

3.13. Documentation is maintained at the location of the Company.

3.14. The director and chief accountant are personally responsible for compliance with the order of conduct, the accuracy of accounting and reporting.

4. The authorized capital of the company

4.1. The authorized capital of the Company determines minimum size property of the Company, guaranteeing the interests of its creditors.

4.2. The authorized capital of the Company is made up of the nominal value of the shares of its participants and at the time of establishment is _______ (____________) rubles.

4.3. The authorized capital is paid in cash and distributed as follows:

- the size of the share of the participant - a citizen of the Russian Federation ______________, passport (series, number, by whom and when issued), registered and residing at the address: ___________________, is ___% of the authorized capital. The nominal value of his share is equal to ________ (_____________________) rubles;

- the size of the share of the participant - a legal entity of the Russian Federation, (indicates the legal form and full name of the person, location, main state registration number, date of registration, registration authority, N registration certificate) is ___% of the authorized capital. The nominal value of his share is equal to ________ (____________________) rubles;

- the size of the share of the participant - a legal entity of the Russian Federation, (indicates the legal form and full name of the person, location, main state registration number, date of registration, registration authority, N registration certificate) is ___% of the authorized capital. The nominal value of his share is equal to ________ (_________________________) rubles.

By the time of registration, the authorized capital has been paid in full.

4.4. The maximum share of a member of the Company may not exceed 50% of the authorized capital.

4.5. The share of a member of the Company who, when establishing the Company, did not make his contribution to the authorized capital of the Company in due time full size, goes to the Society. At the same time, the Company is obliged to pay the member of the Company the actual value of a part of his share, proportional to the part of the contribution made by him, or, with the consent of the member of the Company, give him property in kind of the same value.

4.6. The actual value of the part of the share is determined on the basis of the data of the Company's financial statements for the last reporting period preceding the day of the expiration of the term for making a contribution or providing compensation.

4.7. The company has the right to increase the authorized capital. An increase in the authorized capital is allowed only after its full payment.

4.8. The increase in the authorized capital of the Company may be carried out at the expense of the property of the company, and (or) at the expense of additional contributions members of the Company, and (or) at the expense of contributions from third parties accepted by the Company.

4.9. An increase in the authorized capital of the Company at the expense of its property is carried out by decision of the General Meeting of the Company's Members, adopted by a majority of at least two-thirds of the votes of the total number of votes of the Company's Members. The decision to increase the authorized capital of the Company at the expense of the Company's property can be made only on the basis of the data of the Company's financial statements for the year preceding the year during which such a decision was made.

The amount by which the Company's charter capital is increased at the expense of the Company's property must not exceed the difference between the value of the Company's net assets and the amount of the Company's charter capital and reserve fund.

When the authorized capital of the Company is increased in accordance with this paragraph, the nominal value of the shares of all members of the Company increases proportionally without changing the size of their shares.

Additional Liability Company- this is a company, the authorized capital of which is divided into parts belonging to the participants who are liable for the debts of the company in accordance with their contributions to the authorized fund, and in case of a shortage of these amounts - with additional property belonging to them in the same multiple for all participants to their contribution.

Constituent documents of the society

The main documents for a company with additional liability are the memorandum of association and the charter. If there is only one founder, the charter and the decision of the participant are required. The memorandum of association must contain the following provisions:

1. Number of founders;
2. Equity participation of each participant and the amount of the authorized capital;
3. Terms of making deposits, as well as their size;
4. Penalties provided for breaches of duty;
5. Profit distribution;
6. The procedure for the participant's withdrawal from the ALC.

Features of ODO

In general, companies with additional liability are subject to the provisions of the legislation of the Russian Federation on limited liability companies, with the exception of the subsidiary liability provided for the participants of such a company, which they bear for the obligations of the company jointly and severally with all their property in the same multiple of the value of their contributions, determined by the founding society documents. Thus, for participants in companies with additional liability, there is no limitation of liability, which is provided to participants (shareholders) of other forms of business partnerships and companies.

The purpose of creating an ALC is quite prosaic, like any society - it is organized so that members of the society make a profit. As for the types of activities that an ALC can engage in, this list is limited only by the presence of a license and current legislation.

ALC rights

Ш May take part in the management of the company;
Ш There is access to the ODO documentation;
Ø There are rights in the distribution of profits of the ALC;
Ø Leave the ALC whenever he wants, but before that, the founder is obliged to give up or sell his share in the company;
Ш If the enterprise has gone bankrupt, then after payment of all debts, it can claim a part of the property or funds, if any;

Authorized capital of ALC

The authorized capital for an ALC is calculated in the amount of ten thousand rubles, this is the minimum amount of the authorized capital. The amount of deposits is determined by the equity participation of the founders of the ALC. The percentage of profit is equal to the percentage of the contribution, that is, the more you contribute to the development of ALC, the more money you receive when distributing profits. Contributions to the authorized capital can be both in cash and property, but if for some reason the property contribution exceeds the amount equal to 20 thousand rubles, then to confirm the value of such a contribution, it is necessary to invite an independent expert who can confirm the estimated value of the property contribution .

Brand name ODO

The company name of a company with additional liability must contain the name of the company and the words "with additional liability" (Article 95 of the Civil Code of the Russian Federation).

Number of ALC participants

From one to fifty. Participants can be capable Russian and foreign citizens (as well as stateless persons) and legal entities.

Authorized capital of ALC

The authorized capital of a company is made up of the nominal value of the shares of its participants. The size of the share of a company participant in the authorized capital of the company is determined as a percentage or as a fraction. The size of the share of a member of the company must correspond to the ratio of the nominal value of his share and the authorized capital of the company.

The minimum authorized capital is 10,000 (ten thousand) rubles. the authorized capital can be contributed both in cash (opening a savings account for paying the authorized capital in a bank), and property, property rights, or other rights that have a monetary value. When making a non-monetary contribution in the amount of more than 20,000 (twenty thousand) rubles, an assessment is required by an independent appraiser.

The purpose of creating an ALC

A company with additional liability is created for the purpose of making a profit and can engage in any activity not prohibited by law. At the same time, for certain types of activities, it is necessary to obtain a special permit (license). The term of activity is not limited, unless otherwise provided by the Charter of the Company.

ALC management bodies

The supreme governing body in the ALC is the General Meeting of Members of the Company. The exclusive competence of the General Meeting is established by the Law (Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies"). The general meeting of participants may decide any other issues, if they are referred to the competence of the meeting by the Charter of the Company.

Management of the current activities of the company is carried out by the sole executive body of the company (for example CEO) or the sole executive body of the company and the collegial executive body of the company (for example, a director and management or board). Executive bodies companies are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

The charter of a company may provide for the formation of a board of directors (supervisory board) of the company. The competence of the board of directors (supervisory board) of the company is determined by the charter of the company in accordance with federal law"On Limited Liability Companies".

The charter of the company may provide for the formation of an audit commission (election of an auditor) of the company. In companies with more than fifteen participants, the formation of an audit commission (election of an auditor) of the company is mandatory. A member of the audit commission (auditor) of the company may also be a person who is not a member of the company.

Liability of the ALC

The Company shall be liable for its obligations with all its property. The company is not liable for the obligations of its members, the members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions in multiples (the multiples are established by the constituent documents of the company). Members of the society bear "mutual responsibility", i.e. if the funds (property) of one of the participants are insufficient, a claim can be made against other participants.

Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each of the members of the company.

In case of insolvency (bankruptcy) of the company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the said participants or other persons may be held subsidiary liability in case of insufficient property of the company. for his obligations.

Constituent documents of ALC

The constituent documents of the Company with additional liability are the Articles of Association and the memorandum of association. If there is only one participant in the Company, then the Charter and the Decision of the Founder (participant) are the constituent documents. The memorandum of association must contain the following information:

the composition of the founders (participants) of the company;
the size of the authorized capital of the company and the size of the share of each of the founders (participants) of the company;
the size and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment;
liability of the founders (participants) of the company for violation of the obligation to make contributions;
conditions and procedure for the distribution of profits among the founders (participants) of the company;
the composition of the society's bodies;
procedure for exit of the company's participants from the company.

The company's articles of association must state:

full and abbreviated corporate name of the company;
information about the location of the company;
information on the composition and competence of the company's bodies, including on issues constituting the exclusive competence general meeting participants of the company, on the procedure for making decisions by the bodies of the company, including on issues, decisions on which are taken unanimously or by a qualified majority of votes;
information on the size of the authorized capital of the company;
rights and obligations of the company's participants;
information on the procedure and consequences of the withdrawal of a participant in the company from the company (if the right to withdraw from the company is provided for by the charter);
information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person;
information on the procedure for storing documents of the company and on the procedure for providing information by the company to participants in the company and other persons.

ODO conversion

ALC must be transformed into an OJSC or production cooperative during the year if the number of participants exceeds fifty.

Rights and obligations of ALC participants

The ALC participant has the right to:

participate in the management of the affairs of the company in the manner prescribed by the Federal Law and the constituent documents of the company;
receive information about the activities of the company and get acquainted with its accounting books and other documentation in the manner prescribed by its constituent documents;
take part in the distribution of profits;
sell or otherwise assign its share in the authorized capital of the company or part of it to one or more participants in this company in the manner prescribed by the Law and the charter of the company;
withdraw from the company at any time, regardless of the consent of its other participants;
receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value. The charter of an ALC may also provide for other rights (additional rights) belonging to a member of the company.

The ALC participant is obliged to:

make contributions in the manner, in the amount, in the composition and within the time limits provided for by the Law and the constituent documents of the company;
not disclose confidential information about the activities of the company.

The charter of an ALC may also provide for other obligations assigned to a member of the company.

The procedure for distributing profits in ALCs

The company has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The decision to determine the part of the company's profit to be distributed among the company's participants is made by the general meeting of the company's participants.

The part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.

The charter of the company upon its establishment or by amending the charter of the company by decision of the general meeting of participants in the company, adopted by all participants in the company unanimously, may establish a different procedure for distributing profits among the participants in the company. Change and exclusion of the provisions of the charter of the company, establishing such a procedure, are carried out by the decision of the general meeting of participants in the company, adopted by all participants of the company unanimously.

Features of ODO

An additional liability company is one of the rare forms of doing business in the Russian Federation. With relatively low costs for its creation, and relatively simple reporting, this organizational and legal form is of no interest to most entrepreneurs, due to the additional responsibility of personal property. in this sense, it is somewhat reminiscent of the status individual entrepreneur, only worse.

With additional responsibility - an independent subject of civil circulation. Additional Liability Company (ALC) represents an intermediate link between the partnership and, since the structure of the ALC is characteristic of the company, and the nature of the responsibility of its participants is for the partnership. At the same time, a company with additional liability makes it possible to quite effectively manage the organization and at the same time protect the interests of the company's creditors in the most reliable way.

An additional liability company structurally and organizationally has the same structure as a limited liability company. These two organizations are the closest. Them legal status so close that St. 95 of the Civil Code of the Russian Federation "Basic Provisions on Additional Liability Companies" refers to the rules governing the position of a limited liability company. According to this article, the rules of the Civil Code of the Russian Federation on a limited liability company are applied to an additional liability company insofar as otherwise is not provided for by the Civil Code of the Russian Federation.

An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company.

Companies with additional liability have the following features:

is an organization;
may be established by one or more persons;
has an authorized capital;
the authorized capital of the company is divided into shares;
the participants in the company bear subsidiary liability for its obligations with their property, the same for all multiples of the value of their contributions;
in case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions.

The Civil Code of the Russian Federation contains requirements regarding the name of a company with additional liability. The company name of a company with additional liability must contain the name of the company and the words "with additional liability".